Results of the 150 th Annual General Meeting of Nestlé S.A. held on 6 April 2017 at Beaulieu Lausanne, in Lausanne

Transcription

1 Results of the 150 th Annual General Meeting of Nestlé S.A. held on 6 April 2017 at Beaulieu Lausanne, in Lausanne Chair: Minutes: Peter Brabeck-Letmathe, Chairman of the Board of Directors Yves Philippe Bloch, Corporate Secretary Independent representative pursuant to article 689c of the Swiss Code of Obligations: Hartmann Dreyer, Attorneys-at-law, P.O. Box 736, 1701 Fribourg. KPMG SA, Geneva branch, the statutory auditors, were represented by MM Scott Cormack and Lukas Marty. Attendance: At 2:30 p.m 2,706 shareholders were present or represented, representing 1,729,907,373 votes (76.8 % of the shares entitled to vote, respectively 55.6 % of the share capital), of which: Shareholders or their representatives 33,508,897 votes 1.9 % Independent Representative 1,696,398,476 votes 98.1 % Agenda 1 Annual Report Annual Review, financial statements of Nestlé S.A. and consolidated financial statements of the Nestlé Group for 2016; reports of the statutory auditors The Board of Directors proposed the approval of the Annual Review, the financial statements of Nestlé S.A. and the consolidated financial statements of the Nestlé Group for Interventions: 12 Votes 1,730,911,850 Absolute majority 865,455,926 Votes in favour 1,721,837, % Votes against 954, % Abstentions 8,120, % 1

2 1.2 Advisory vote on the Compensation Report 2016 The Board of Directors proposed the acceptance of the Compensation Report 2016 (advisory vote). Votes 1,730,898,117 Absolute majority 865,449,059 Votes in favour 1,461,402, % Votes against 255,106, % Abstentions 14,389, % 2 Discharge of the Board of Directors and of the Management The Board of Directors proposed to grant discharge to the members of the Board of Directors and of the Management. Votes 1,724,757,821 Absolute majority 862,378,911 Votes in favour 1,698,040, % Votes against 13,479, % Abstentions 13,238, % 3 Appropriation of profit resulting from the balance sheet of Nestlé S.A. The Board of Directors proposed to approve the appropriation of profit resulting from the balance sheet of Nestlé S.A. as follows: Retained earnings Balance brought forward from 2015 CHF Profit for the year 2016 CHF CHF Proposed appropriation Dividend for 2016, CHF 2.30 per share on shares 1 CHF Balance to be carried forward CHF Depending on the number of shares issued as of the last trading day with entitlement to receive the dividend (7 April 2017). No dividend is paid on own shares held by the Nestlé Group. The respective amount will be attributed to the special reserve. 2

3 Votes 1,730,374,645 Absolute majority 865,187,323 Votes in favour 1,719,380, % Votes against 638, % Abstentions 10,355, % 4 Elections 4.1 Re-elections to the Board of Directors Mr Paul Bulcke The Board of Directors proposed the re-election of Mr Paul Bulcke as member of the Board of Directors for a further term of office until the end of the next Annual General Meeting. Votes 1,730,352,857 Absolute majority 865,176,429 Votes in favour 1,661,033, % Votes against 52,505, % Abstentions 16,814, % Mr Andreas Koopmann The Board of Directors proposed the re-election of Mr Andreas Koopmann as member of the Votes 1,730,359,692 Absolute majority 865,179,847 Votes in favour 1,634,673, % Votes against 65,774, % Abstentions 29,911, % 3

4 4.1.3 Mr Henri de Castries The Board of Directors proposed the re-election of Mr Henri de Castries as member of the Votes 1,730,359,452 Absolute majority 865,179,727 Votes in favour 1,714,109, % Votes against 8,743, % Abstentions 7,506, % Mr Beat W. Hess The Board of Directors proposed the re-election of Mr Beat W. Hess as member of the Board of Directors for a further term of office until the end of the next Annual General Meeting. Votes 1,730,358,582 Absolute majority 865,179,292 Votes in favour 1,709,464, % Votes against 15,882, % Abstentions 5,012, % Mr Renato Fassbind The Board of Directors proposed the re-election of Mr Renato Fassbind as member of the Board of Directors for a further term of office until the end of the next Annual General Meeting. Votes 1,730,344,532 Absolute majority 865,172,267 Votes in favour 1,713,314, % Votes against 9,199, % Abstentions 7,830, % 4

5 4.1.6 Mr Steven G. Hoch The Board of Directors proposed the re-election of Mr Steven G. Hoch as member of the Board of Directors for a further term of office until the end of the next Annual General Meeting. Votes 1,730,348,277 Absolute majority 865,174,139 Votes in favour 1,718,329, % Votes against 5,472, % Abstentions 6,546, % Ms Naïna Lal Kidwai The Board of Directors proposed the re-election of Ms Naïna Lal Kidwai as member of the Board of Directors for a further term of office until the end of the next Annual General Meeting. Votes 1,730,351,099 Absolute majority 865,175,550 Votes in favour 1,703,672, % Votes against 20,386, % Abstentions 6,292, % Mr Jean-Pierre Roth The Board of Directors proposed the re-election of Mr Jean-Pierre Roth as member of the Votes 1,730,346,832 Absolute majority 865,173,417 Votes in favour 1,701,729, % Votes against 19,393, % Abstentions 9,224, % 5

6 4.1.9 Ms Ann M. Veneman The Board of Directors proposed the re-election of Ms Ann M. Veneman as member of the Votes 1,730,352,332 Absolute majority 865,176,167 Votes in favour 1,714,808, % Votes against 3,621, % Abstentions 11,922, % Ms Eva Cheng The Board of Directors proposed the re-election of Ms Eva Cheng as member of the Board of Directors for a further term of office until the end of the next Annual General Meeting. Votes 1,730,346,132 Absolute majority 865,173,067 Votes in favour 1,712,652, % Votes against 9,061, % Abstentions 8,631, % Ms Ruth K. Oniang o The Board of Directors proposed the re-election of Ms Ruth K. Oniang o as member of the Votes 1,730,354,112 Absolute majority 865,177,057 Votes in favour 1,710,424, % Votes against 9,215,304 0,53 % Abstentions 10,713, % 6

7 Mr Patrick Aebischer The Board of Directors proposed the re-election of Mr Patrick Aebischer as member of the Votes 1,730,351,935 Absolute majority 865,175,968 Votes in favour 1,709,902, % Votes against 13,642, % Abstentions 6,807, % 4.2. Elections to the Board of Directors Mr Ulf Mark Schneider The Board of Directors proposed the election of Mr Ulf Mark Schneider as member of the Board of Directors for a term of office until the end of the next Annual General Meeting Votes 1,730,315,506 Absolute majority 865,157,754 Votes in favour 1,592,044, % Votes against 117,250, % Abstentions 21,021, % Ms Ursula M. Burns The Board of Directors proposed the election of Ms Ursula M. Burns as member of the Board of Directors for a term of office until the end of the next Annual General Meeting Votes 1,730,327,946 Absolute majority 865,163,974 Votes in favour 1,705,625, % Votes against 10,146, % Abstentions 14,555, % 7

8 4.3 Election of the Chairman of the Board of Directors The Board of Directors proposed the election of Mr Paul Bulcke as Chairman of the Board of Directors for a term of office until the end of the next Annual General Meeting. Votes 1,730,337,571 Absolute majority 865,168,786 Votes in favour 1,655,212, % Votes against 64,617, % Abstentions 10,507, % 4.4 Election of the members of the Compensation Committee Mr Beat W. Hess The Board of Directors proposed the election of Mr Beat W. Hess as member of the Compensation Committee for a term of office until the end of the next Annual General Meeting. Votes 1,730,334,262 Absolute majority 865,167,132 Votes in favour 1,679,474, % Votes against 39,783, % Abstentions 11,076, % Mr Andreas Koopmann The Board of Directors proposed the election of Mr Andreas Koopmann as member of the Compensation Committee for a term of office until the end of the next Annual General Meeting. Votes 1,730,300,452 Absolute majority 865,150,227 Votes in favour 1,622,615, % Votes against 87,098, % Abstentions 20,585, % 8

9 4.4.3 Mr Jean-Pierre Roth The Board of Directors proposed the election of Mr Jean-Pierre Roth as member of the Compensation Committee for a term of office until the end of the next Annual General Meeting. Votes 1,730,290,084 Absolute majority 865,145,043 Votes in favour 1,676,129, % Votes against 39,802, % Abstentions 14,358, % Mr Patrick Aebischer The Board of Directors proposed the election of Mr Patrick Aebischer as member of the Compensation Committee for a term of office until the end of the next Annual General Meeting. Votes 1,730,272,064 Absolute majority 865,136,033 Votes in favour 1,675,935, % Votes against 34,044, % Abstentions 20,292, % 4.5 Election of the statutory auditors The Board of Directors proposed the re-election of KPMG SA, Geneva branch, as statutory auditors for a further term of office until the end of the next Annual General Meeting. Votes 1,730,214,119 Absolute majority 865,107,060 Votes in favour 1,620,550, % Votes against 100,621, % Abstentions 9,042, % 9

10 4.6 Election of the Independent Representative The Board of Directors proposed the election of Hartmann Dreyer, Attorneys-at-law, P.O. Box 736, 1701 Fribourg, Switzerland, as Independent Representative for a term of office until the end of the next Annual General Meeting. Votes 1,730,248,851 Absolute majority 865,124,426 Votes in favour 1,720,382, % Votes against 373, % Abstentions 9,493, % 5 Compensation of the Board of Directors and of the Executive Board 5.1 Compensation of the Board of Directors The Board of Directors proposed the approval, prospectively, for the period from the Annual General Meeting 2017 to the Annual General Meeting 2018, of a total compensation for the 13 non-executive members of the Board of Directors (including the Chairman, but excluding the CEO) of CHF 10.0 million, including CHF 4.0 million in cash remuneration, CHF 5.5 million in Nestlé S.A. shares blocked for a 3-year period (discounted by 16% to account for the blocking period of 3 years) and CHF 0.5 million for social security contributions and other fees. Interventions: 1 Votes 1,729,970,828 Absolute majority 864,985,415 Votes in favour 1,555,206, % Votes against 159,524, % Abstentions 15,239, % 10

11 5.2 Compensation of the Executive Board The Board of Directors proposed the approval, prospectively, for the period from 1 January 2018 to 31 December 2018, of a total maximum amount of compensation for the 14 members of the Executive Board, including the CEO, of CHF 60 million, including CHF 16 million for base salary, CHF 20 million for short-term bonus (based on maximum target achievement, discounted in the case of the CEO by 16% for the 50% paid in blocked Nestlé S.A. shares), CHF 16 million for long-term incentive plans (based on fair value at grant), CHF 4 million for contributions for future pension benefits and CHF 4 million for social security contributions, other benefits and unforeseen expenses. Votes 1,729,963,551 Absolute majority 864,981,776 Votes in favour 1,506,119,559 87,06 % Votes against 200,486, % Abstentions 23,357, % The Annual General Meeting closed at 6 p.m. 11